This is one of my favorite stove top macaroni and cheese recipes. Instead of boiling the noodles in water, you cook them in milk. It's very easy to do, and there's only three ingredients. Have you ever had Pasta Roni Shells and White Cheddar? This is that but better...and just as easy. I used to eat Pasta Roni a lot...until one horrifying day. This is a gross story; I'm sorry in advance. But maybe I also can warn you in case you eat these mixes. Do not EVER cook one if it's past the expiration date. One day when I was in college, I made an expired box of Pasta Roni. I really didn't pay attention to those pesky expiration dates back then. Wrong move. So there I am in my blissful ignorance boiling the noodles in the water, and creepy crawly bugs started trying to crawl out of the boiling hot water. It still gives me the chills, and this was years ago. I did what any other normal girl would do. I slammed the lid on the pan, took it off the burner, and called my dad. I made him drive 15 minutes to take care of the pan with the bugs. I was about to throw the whole pan away! In all fairness, I think my dad was planning to come over anyway for something, but I don't think he was planning to do my dishes. It took me a few years to eat the box mixes again but I did. Now that I found this recipe, I'm good. No more boxes of Pasta Roni...and no more bugs. Sick. Anyway, this is a great stove top mac and cheese recipe, and I'm excited to try a lot of different varieties. Next time I'm going to add a garlic clove in the milk while the noodles are boiling, and I'm going to try different cheeses. Boiling the noodles in the milk makes it so creamy and delicious, and it's a great treat! Shells and White Cheddar RecipeMakes about 4 side dish servingsPrint this recipe2 cups milk2 cups shells1 cup white cheddar cheeseIn a medium saucepan, bring the milk and pasta to a simmer over medium heat. Cook for about 20 minutes, stirring often and making sure that the milk doesn't boil. Once the pasta is al dente, remove from heat and add the cheese. Stir until melted. If you like it a little creamier, you can add more milk. Add salt to taste.Source: Adapted from Macaroni and Cheesecake

Wow, gross! I used to eat a lot of pasta roni when I first moved out on my own after high school. I can eat it very often anymore, and now after hearing this story, I think I may be fixed for good. This recipe is definitely a must try for me. How can one resist when it only has 3 ingredients.

Omg I am drooling! I'm actually really excited to see this because shells and white cheddar is my sister's favorite thing ever. She buys a dozen of those boxes at a time. Now I can make her a homemade version!

what a heavenly combination! your pictures have left me craving for pasta

Debra Kapellakis

5/16/2012 07:33:54 pm

YUK! I haven't heard of those mixes that you got your bugs in but I have a bug story for ya. I opened a box of dried pasta, dumped it in the boiling water and yep, you guessed it these black bits started popping up everywhere! ??? I was disgusted and started gagging. The pasta hadn't expired, it had been invaded. I went back to the store and about half of ALL their products had been invaded!

Thank you for this recipe. I had never heard of boiling pasta in milk and I love CHEDDAR!

This just happened to me tonight with a new box of mac n cheese, store brand. I didn't see the bugs when I opened the box. They must have been on the bottom. When I poured the pasta into the boiling water, about half a dozen of them floated to the surface. So gross! I threw it out, washed the pot out. And luckily they weren't in another box I had. But I now suspect they must be in others in the pantry. So it's going to be a massive cleaning out. It happens. All it takes is one bad box and they get into other stuff.

So gross about the bugs in the Pasta Roni! I've found bugs in flour, rice, and opened pasta. Basically, if it's opened or in a cardboard container that the bugs can get through, it doesn't last long! This makes my skin crawl just thinking about it. Thanks for the recipe too! I adore mac n cheese, and this is much better for you but still a treat!

Jane

10/31/2012 07:15:34 am

I tried this recipe today. I don't think I did it right as the sauce ended up being very lumpy and thick instead of the gooey cheesiness it looks like in your picture.

The recipe is great in theory. I love only needing 3 ingredients, but the texture came out all wrong and unfortunately, milk and cheese is expensive in Canada and I can't afford to experiment.

Ashley

12/4/2012 07:50:51 am

The bugs are actually weevils, and they can get in any foods. If they are in your pantry, they will infest everything they can eat if you don't take care of them. Best bet is to freeze flour/pasta/ etc when you bring it home from the store for a day or so to kill anything that might be in the food and that typically takes care of it. You could be safe and even freeze some of the items in your pantry to kill anything that might be in there and prevent them from infesting the rest of the food.

Samantha

5/8/2013 06:02:10 am

Ugh, your bug story reminds me of something that happened to a friend of mine with Kraft Dinner...basically, he made his KD, ate a bowl, then went back for more...and noticed little maggots squirming around that I assume had been in the cheese powder. So not only did maggots infest his KD, but he also ate an entire bowl before he noticed. Shudder.

Erica

8/15/2013 06:29:09 pm

This recipe looks simple and delicious!! And I have heard of weevils too and it does make me shudder to think about it.

Kevin

1/7/2014 09:54:59 am

Wow this is deelish. Made it today & its way better than pasta roni. I used Velveeta queso blanco for cheese. All ingedients cost less than $5 at walmart. I used butter also worth trying this recipe.

Emily Davidson

3/22/2014 10:09:48 pm

While it does not exactly sit well with North American palate, a few grain weevils aint gonna kill you. Or even hurt you a tiny bit. Or do anything except be innocuous grain weevils who you boiled to death. So when you look at it that way who is the bad guy here- you or the bug?

Sarah Jensen

3/26/2014 01:10:22 pm

Best comment on here.

Lindsay Skye

3/23/2014 06:53:51 am

This looks awesome and delicious! im making this today!

Alex

3/30/2014 04:35:34 am

I call BS! I followed this word for word and the cheese clumped up and didn't stick to the noodles. Awesome.

cook

4/17/2014 09:10:37 pm

you need to make a roux for the cheese sauce to work. She didn't mention that you should add a little butter and wheat flour to the milk so the cheese will melt and stay gooey.

Moire

3/30/2014 03:01:46 pm

Would this work in a microwave?

Kayleigh

4/10/2014 08:22:26 am

Replaced shells with elbows. Nailed it! Delish

Jess

4/15/2014 05:32:36 pm

I tried this and it tuned out horribly - the pasta was all gluey and clumpy. Maybe I used the wrong type of pasta (I used linguine instead of shells).

cook

4/17/2014 09:09:28 pm

she forgot to mention you need to make a roux in order for the cheese sauce to work. just add a little butter and wheat flour and the cheese will melt and stay gooey.

Tisha Caedo

4/16/2014 05:28:50 pm

Won't cooking in the pasta in the milk for 20 minutes overcook it? :)

Jessa

4/17/2014 07:37:25 pm

I did this word for word yesterday and I ended up with a really thick sauce and noodles that were still a bit hard. I did it again today and instead of cooking the noodles with the milk immediately, I dunked it in hot water for 2 minutes then proceeded to cook it with the milk, added the cheese and salt and pepper, and omg. Thick, creamy, hot mac and cheese.

I'm just wondering how you cook the pasta if you can't boil the milk?? I love making mac n cheese, and if I don't get the water to boiling point before I put the pasta in, it always takes forever to cook. Also, will it really work as a sauce if I just melt the cheese in it? Like, will it not be too liquidy? Thanks :D

This looks so good...where do you get white cheddar? and in what form? is it shredded or liquid?

Marie

11/15/2014 03:18:23 pm

As nasty as the pasta roni story sounds I am STILL craving shells and white cheddar. I have a super nasty food story too-- my mom's ex-husband had made coffee, and I guess he put brown sugar in it (I've never tried it but it sounds yummy thinking of it now), and after he's had a few sips, he looks in his cup and there's little bugs IN HIS COFFEE! It was so gross!!

sabrina

12/23/2014 03:47:42 am

I am Brazilian, I'm taking the google translator

Lia

1/11/2015 06:30:39 am

You have to watch this and stir every 1-2 minutes. On medium heat, you bring it up to the simmer,covered. Then you keep turning down the heat as the liquid goes into the pasta, uncovered. At 20 minutes, the pasta and sauce are done and creamy. The cheese is then stirred in gently but thoroughly. Best Mac & cheese ever despite having to watch it and stir it and lower the heat constantly.

Marsee

1/28/2015 12:45:01 pm

Mm maybe add 1/2 cup more of milk and its sooo tastey

Lara

2/3/2015 09:38:19 am

The first time I tried it it turned out great! So now I will occasionally have it for lunch 😋

Mac n Chee lover

2/19/2015 01:05:20 am

Yo! Stop talking so much before you give out that awesome Mac n cheez recipe, dawg! Too many words between me and muh cheese. Blog after, so we all have all have something to read when we're eating our "Mac"nificent meal :)

Audrey

3/12/2015 06:21:51 am

I have a love/hate relationship with boxed pasta dealios. I love the convenience, but since seeing this recipe this is actually easier. You already have to measure the liquids for the boxes so really all you're getting is a fake cheese powder....? No thanks! I'm totally trying this asap because I have a warm, gooey hole in my heart for mac and cheese. Mmmm. lol!

Comments are closed.

Welcome!

Cooking is fun and easy at high altitude, but baking can be frustrating. About 90% of my recipes work everywhere, but some are adjusted so us mountain dwellers can enjoy baked goods from scratch. I hope you find great recipes on here for your family, and I'll let you know if any are adjusted for high altitude.